What changed in this filing

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Item 9A. Controls and Procedures

2021-03-29 compared with 2020-03-27 · 319 added, 67 removed, 69 unchanged (85% of the section changed)

1 unchanged sentence

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as of February 1, 2020.

Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of February 1, 2020, our disclosure controls and procedures, as defined in Rule 13a-15(e), under the Securities Exchange Act of 1934 (the “Exchange Act”), were effective to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

out an evaluation,

with the participation

of our Principal

Executive Officer and

Financial Officer,

of the effectiveness

of our disclosure

controls and procedures

as of January

Based on this evaluation,

our Principal Executive Officer

and Principal Financial Officer

concluded that,

January 30, 2021,

our disclosure controls

and procedures, as

defined in Rule

13a-15(e), under the

Securities Exchange Act of

1934 (the “Exchange Act”),

were effective to

ensure that information we

required to disclose

in the reports

or submit under

the Exchange Act

is recorded, processed,

summarized and

reported within

the time periods

rules and forms

information is

accumulated and

communicated to

our management,

including our

Principal Executive

Principal Financial

appropriate to

decisions regarding

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of February 1, 2020 based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of February 1, 2020.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of February 1, 2020, as stated in its report which is included herein.

Management is

responsible for

establishing and

maintaining adequate internal

reporting, as defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of

our management, including

our Principal

Executive Officer

and Principal

Financial Officer,

evaluation of the

effectiveness of

financial reporting as

of January 30,

2021 based on the

Internal Control –

Integrated Framework

issued by the Committee

Sponsoring Organizations

Treadway Commission

this evaluation,

management concluded that

our internal control

over financial reporting

was effective as

of January 30,

PricewaterhouseCoopers LLP, an

independent registered public accounting firm, has audited the

effectiveness of our internal control

over financial reporting as of January 30,

2021, as stated in its

which is included herein.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) has occurred during the Company’s fiscal quarter ended February 1, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Company’s internal

financial reporting

occurred during

the Company’s

fiscal quarter

ended January

materially affected,

reasonably likely

to materially

Company’s internal

financial reporting.

Other Information:

On March 24, 2021,

the Compensation Committee of the

Company approved a discretionary bonus to

all associates eligible under the Company’s

2018 Incentive Compensation Plan, including the Company’s

named executive officers.

The Committee granted

the discretionary bonus

to help retain

key associates

and in recognition

of their hard

work throughout the

unprecedented events of fiscal

discretionary bonus will

the bonus target

previously established unde

the 2018 Incentive

Compensation Plan for eligible associates and the named executive officers.

The amount of the bonus for

the named executive officers is shown below:

Discretionary Bonus

Chairman, President and Chief Executive Officer

Executive Vice President, Chief

Financial Officer

Executive Vice President, Chief

Real Estate and Store

Development Officer

Directors, Executive Officers and Corporate Governance:

Information contained under the captions “Election of Directors,” “Meetings and Committees,” “Corporate Governance Matters” and “Delinquent Section 16(a) Reports” in the Registrant’s Proxy Statement for its 2020 annual stockholders’ meeting (the “2020 Proxy Statement”) is incorporated by reference in response to this Item 10.

The information in response to this Item 10 regarding executive officers of the Company is contained in Item 3A, Part I hereof under the caption “Executive Officers of the Registrant.”

Information contained

captions “Election

of Directors,”

“Meetings and

Committees” and

“Corporate Governance Matters”

Registrant’s Proxy

Statement for

annual stockholders’

Statement”) is

incorporated by

information in

executive officers

Item 3A, Part I hereof under the caption “Executive Officers of the Registrant.”

Executive Compensation:

Information contained under the captions “2019 Executive Compensation,” “Fiscal Year 2019 Director Compensation,” “Corporate Governance Matters-Compensation Committee Interlocks and Insider Participation” in the Company’s 2020 Proxy Statement is incorporated by reference in response to this Item.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Information contained under the captions “2020 Executive Compensation,” “Fiscal Year 2020 Director

Compensation,”

“Corporate Governance

Matters-Compensation Committee

Interlocks and

Participation” in

Proxy Statement is

incorporated by reference

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder

Equity Compensation Plan Information

The following table provides information about stock options outstanding and shares available for future awards under all of Cato’s equity compensation plans.

The information is as of February 1, 2020.

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (1)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2)

The following

table provides

information about

stock options

outstanding and

shares available

future awards under all of the Company’s equity compensation plans.

The information is as of January

Number of Securities to

be Issued upon

Outstanding Options,

Warrants and Rights

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and Rights

Number of Securities

Remaining Available

for Future Issuance

Compensation Plans

(Excluding Securities

Reflected in Column

Plan Category

3 unchanged sentences

approved by security holders

This column contains information regarding employee stock options only;

there are no outstanding warrants or stock appreciation rights.

There are no outstanding stocking options, warrants or stock appreciation

Includes the following:

Under the Company’s stock incentive plan, referred to as the 2018

Incentive Compensation Plan, 4,192,667 shares are available for grant.

Under this plan, non-qualified stock options may be granted to key associates.

Under the 2013 Employee Stock Purchase Plan, 66,209 shares are available.

Eligible associates may participate in the purchase of designated shares of the Company’s common stock.

The purchase price of this stock is equal to 85% of the lower of the closing price at the beginning or the end of each semi-annual stock purchase period.

Information contained under “Security Ownership of Certain Beneficial Owners and Management” in the 2020 Proxy Statement is incorporated by reference in response to this Item.

Under the Company’s

stock incentive plan,

referred to as

Incentive Compensation

Plan, 3,961,473

available for

qualified stock options may be granted to key associates.

2013 Employee

Stock Purchase

may participate in the purchase of designated shares of the Company’s

common stock.

purchase price of this stock is equal to 85% of the lower of the

closing price at the beginning or the

end of each semi-annual stock purchase period.

Information contained under “Security Ownership of Certain Beneficial

Owners and Management”

in the 2021 Proxy Statement is incorporated by reference in response to

Certain Relationships and Related Transactions, and Director Independence:

Information contained under the caption “Certain Relationships and Related Person Transactions,” “Corporate Governance Matters-Director Independence” and “Meetings and Committees” in the 2020 Proxy Statement is incorporated by reference in response to this Item.

Information contained

caption “Certain

Relationships and

Related Person

Transactions,”

“Corporate Governance

Matters-Director Independence”

and “Meetings

and Committees”

Proxy Statement is incorporated by reference in response to this Item.

Principal Accountant Fees and Services:

Information contained under the captions “Ratification of Independent Registered Public Accounting Firm-Audit Fees” and “-Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Service by the Independent Registered Public Accounting Firm” in the 2020 Proxy Statement is incorporated by reference in response to this item.

Information contained under

the captions “Ratification

of Independent Registered

Public Accounting

Firm-Audit Fees” and

“-Policy on Audit

Committee Pre-Approval of

Audit and Permissible

Service by the

Independent Registered Public

Accounting Firm”

Proxy Statement is

incorporated by reference in response to this Item.

Exhibits and Financial Statement Schedules:

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Income and Comprehensive Income for the fiscal years ended

February 1, 2020, February 2, 2019 and February 3, 2018

Consolidated Balance Sheets at February 1, 2020 and February 2, 2019

Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018

Consolidated Statements of Stockholders’ Equity for the fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018

....................................................................

Consolidated Statements of Income (Loss) and Comprehensive Income

(Loss) for the fiscal

years ended January 30, 2021, February 1, 2020 and February 2, 2019

................................................

Consolidated Balance Sheets at January 30, 2021 and February 1, 2020

.................................................

Consolidated Statements of Cash Flows for the fiscal years ended January

30, 2021, February 1, 2020

and February 2, 2019 ................................................................................................................................

Consolidated Statements of Stockholders’ Equity for the fiscal years ended

January 30, 2021,

February 1, 2020 and February 2, 2019 ....................................................................................................

Notes to Consolidated Financial Statements .............................................................................................

(2) Financial Statement Schedule:

The following report and financial statement schedule is filed herewith:

The following report and financial

statement schedule is filed

Schedule II — Valuation and Qualifying Accounts .................................................................................

All other schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or related Notes thereto.

schedules are

information is

inapplicable or

the information

presented in the Consolidated Financial Statements or related Notes thereto.

(3) Index to Exhibits:

The following exhibits listed in the Index below are filed with this report or, as noted, incorporated by reference herein.

The Company will supply copies of the following exhibits to any shareholder upon receipt of a written request addressed to the Corporate Secretary, The Cato Corporation, 8100 Denmark Road, Charlotte, NC 28273 and the payment of $.50 per page to help defray the costs of handling, copying and postage.

In most cases, documents incorporated by reference to exhibits to our registration statements, reports or proxy statements filed by the Company with the Securities and Exchange Commission are available to the public over the Internet from the SEC’s web site at http://www.sec.gov .

The following exhibits

listed in the Index below

are filed with this report

noted, incorporated by reference herein.

The Company will supply copies of the following exhibits to any

shareholder upon receipt of a written request addressed to the Corporate Secretary, The

Cato Corporation,

8100 Denmark Road,

Charlotte, NC 28273

and the payment

defray the costs

handling, copying

cases, documents

incorporated by

registration statements, reports or proxy

statements filed by the Company

with the Securities and

Exchange Commission are

available to the

public over the

Internet from the

http://www.sec.gov.

Description of Exhibit

Registrant’s Restated Certificate of Incorporation of the Registrant dated March 6, 1987, incorporated by reference to Exhibit 4.1 to Form S-8 of the Registrant filed February 7, 2000 (SEC File No.

Registrant’s By Laws incorporated by reference to Exhibit 99.2 to Form 8-K of the Registrant filed December 10, 2007.

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

2013 Incentive Compensation Plan, incorporated by reference to Exhibit 4.1 to Form S-8 of the Registrant filed May 31, 2013 (SEC file No.

2018 Incentive Compensation Plan, incorporated by reference to Exhibit 99.1 to Form S-8 of the Registrant filed June 1, 2018 (SEC file No.

Form of Agreement , dated as of August 29, 2003, between the Registrant and Wayland H.

Cato, Jr., incorporated by reference to Exhibit 99(c) to Form 8-K of the Registrant filed on July 22, 2003.

Registrant's Amended and Restated Certificate of Incorporation, incorporated by reference

to Exhibit 3.1 to Form 10-Q of the Registrant for the quarter ended May 2, 2020.

Registrant’s Amended and Restated By Laws, incorporated by reference to Exhibit 3.2 to

Form 10-Q of the Registrant for the quarter ended May 2, 2020.

Description of the Registrant's Securities Registered Pursuant to Section 12 of the

Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.1 to Form 10-K of

the Registrant for the year ended February 1, 2020.

2013 Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.1 to Form S-8

of the Registrant filed May 31, 2013 (SEC file No.

2013 Incentive Compensation Plan, incorporated by reference to Exhibit 4.1 to Form S-8

of the Registrant filed May 31, 2013 (SEC file No.

2018 Incentive Compensation Plan, incorporated by reference to Exhibit 99.1 to Form S -8

of the Registrant filed June 1, 2018 (SEC file No.

, dated as of August 29, 2003, between the Registrant and Wayland H.

Cato, Jr., incorporated by reference

Exhibit 99(c) to

8-K of the Registrant filed on

July 22, 2003.

Form of Agreement, dated as of August 29, 2003, between the Registrant and Edgar T.

Cato, incorporated by reference to Exhibit 99(d) to Form 8-K of the Registrant filed on July 22, 2003.

Cato, incorporated by reference to Exhibit 99(d) to Form 8 -K of the Registrant filed on

July 22, 2003.

Retirement Agreement between Registrant and Wayland H.

dated August 29, 2003 incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for quarter ended August 2, 2003.

dated August 29,

2003 incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for quarter

ended August 2, 2003.

Retirement Agreement between Registrant and Edgar T.

Cato dated August 29, 2003, incorporated by reference to Exhibit 10.2 to Form 10-Q of the Registrant for the quarter ended August 2, 2003.

Cato dated August 29, 2003,

incorporated by reference to Exhibit 10.2 to Form 10-Q of the Registrant for the quarter

ended August 2, 2003.

Letter Agreement between the Registrant and John R.

Howe dated as of August 28, 2008, incorporated by Reference to Exhibit 99.1 to Form 8-K of the Registrant filed September 3, 2008.

Deferred Compensation Plan effective July 28, 2011, incorporated by reference to Exhibit 10.1 to Form 8-K of the Registrant filed on July 19, 2011.

Credit Agreement, dated as of August 22, 2003, among the Registrant, the guarantors party thereto, the banks party thereto and Branch Banking and Trust Company, as Agent, as amended through and including the Eighth Amendment dated May 24, 2019.

Subsidiaries of Registrant .

Howe dated as of August 28, 2008,

incorporated by Reference to Exhibit 99.1 to Form 8-K of the Registrant filed September 3,

Deferred Compensation Plan effective July 28, 2011, incorporated by reference to Exhibit

10.1 to Form 8-K of the Registrant filed on July 19, 2011.

Credit Agreement, dated as of August 22, 2003, among the Registrant, the guarantors party

thereto, the banks party thereto and Branch Banking and Trust Company, as Agent, as

amended through and including the Eighth Amendment dated May 24, 2019, incorporated

by reference to Exhibit 10.11 to Form 10-K of the Registrant for the ye ar ended February

Ninth Amendment dated June 2, 2020, of Credit Agreement, dated as of August 22, 2003,

among the Registrant the guarantors party thereto, the banks party thereto and Branch

Banking and Trust Company, as Agent, incorporated by reference to Exhibit 10.11 to Form

10-Q of the Registrant for the quarter ended May 2, 2020.

of Registrant

Consent of Independent Registered Public Accounting Firm.

3 unchanged sentences

Section 1350 Certification of Chief Financial Officer.

The following materials from Registrant’s Annual Report on form 10-K for the fiscal years ended February 1, 2020, formatted in Inline XBRL:

(i) Consolidated Statements of Income and Comprehensive Income for the fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018;

(ii) Consolidated Balance Sheets at February 1, 2020 and February 2, 2019;

(iii) Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018;

(iv) Consolidated Statements of Stockholders’ Equity for the fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018;

The following materials from Registrant’s Annual Report on

for the fiscal year

ended January 30, 2021, formatted in Inline XBRL:

(i) Consolidated Statements of Income

(Loss) and Comprehensive Income (Loss) for the fiscal years ended January

February 1, 2020 and February 2, 2019;

(ii) Consolidated Balance Sheets at January 30, 2021

and February 1, 2020;

(iii) Consolidated Statements of Cash Flows for the

fiscal years ended

January 30, 2021, February 1, 2020 and February 2, 2019;

(iv) Consolidated Statements of

Stockholders’ Equity for the fiscal years ended January 30, 2021, February

February 2, 2019;

and (v) Notes to Consolidated Financial Statements.

Cover Page Interactive Data File (Formatted in Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101.1**)

* Management contract or compensatory plan required to be filed under Item 15 of this report and Item 601 of Regulation S-K.

Cover Page Interactive Data File (Formatted in Inline XBRL and contained

in the Interactive

Data Files submitted as Exhibit 101.1**).

* Management contract or compensatory plan required to be filed under Item 15 of this report and Item 601

of Regulation S-K.

** Filed or submitted electronically herewith.

Form 10-K Summary:

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cato has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

the requirements

the Securities

caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

The Cato Corporation

6 unchanged sentences

March 29, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 27, 2020 by the following persons on behalf of the Registrant and in the capacities indicated:

Pursuant to the requirements

of the Securities Exchange

Act of 1934, this

report has been signed

below on March 29,

by the following persons on behalf of the Registrant and in the

capacities indicated:

(President and Chief Executive Officer

12 unchanged sentences

/s/ PAMELA L.

VALUATION AND QUALIFYING ACCOUNTS

AND QUALIFYING ACCOUNTS

(in thousands)

Self Insurance

Balance at January 28, 2017

Credit Losses(a)

Balance at February 3, 2018

Additions charged to costs and expenses

6 unchanged sentences

Additions (reductions) charged to other accounts

Balance at February 1, 2020

(a) Deducted from trade accounts receivable.

(b) Reserve for Workers' Compensation, General Liability and Healthcare.

(d) Uncollectible accounts written off.

Balance at January 30, 2021

Deducted from trade accounts receivable.

Reserve for Workers' Compensation,

General Liability and Healthcare.

Recoveries of amounts previously written off.

Uncollectible accounts written off.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures